On August 11, 2014, TriCo Bancshares (the "Company") awarded restricted stock
units ("RSUs") to its directors and certain key employees, including the
following named executive officers of the Company (the "Named Officers"):
Richard P. Smith, President and Chief Executive Officer; Thomas J. Reddish,
Executive Vice President and Chief Financial Officer; Craig Carney, Executive
Vice President and Chief Credit Officer; Dan Bailey, Executive Vice President --
Retail Banking; and Richard O'Sullivan, Executive Vice President -- Wholesale
Banking. All RSU awards were made under the Company's 2009 Equity Incentive Plan
(the "Plan") and approved by the Compensation Management and Succession
Committee of the Company's board of directors (the "Compensation Committee").

The Company granted an RSU award with respect to 1,000 shares of the Company's
common stock to each of its nonemployee directors: Donald J. Amaral, William J.
Casey, Craig S. Compton, L. Gage Chrysler III, Cory W. Giese, John S. A.
Hasbrook, Michael W. Koehnen and W. Virginia Walker. Each of the RSU awards
granted to the nonemployee directors will vest on August 10, 2015, subject to
the director's continued service with the Company. This description is qualified
by the form of RSU award agreement under which the RSUs were granted to
nonemployee directors, which is included as Exhibit 10.1 to this report.

The Company granted the Named Officers two types of RSU awards: (i) RSU awards
that vest four years after the date of grant, subject to the executive's
continued service with the Company ("Time-Based RSUs"), and (ii) RSU awards that
vest on August 10, 2017, subject to a specified performance condition
("Performance RSUs"), as follows:

Time-Based RSUs. The Time-Based RSUs vest in their entirety on August 10, 2018,
subject to the executive's continued service with the Company and the other
terms and conditions of the Plan and the applicable award agreement. The
Time-Based RSUs would generally be forfeited on a termination of employment. The
description of the terms and conditions of the Time-Based RSUs is qualified by
reference to the form of award agreement under which the Time-Based RSUs were
granted to the Named Officers, which is included as Exhibit 10.2 to this report.

Performance RSUs. The Performance RSUs will vest on August 10, 2017 (the
"Vesting Date"), subject to the executive's continued service with the Company.
The number of RSUs, if any, that vest on the Vesting Date depends on the
performance of the Company's stock relative to the KBW Regional Bank Index and
will be determined by multiplying (a) the target number of RSUs subject to the
award by (b) the "Vesting Percentage," which percentage shall be determined as
follows:

• If the Company Total Stock Return is equal to the Benchmark Index Return,
the Vesting Percentage will be one hundred percent (100%).

• If the Company Total Stock Return is greater than the Benchmark Index
Return, the Vesting Percentage will be increased above one hundred percent
(100%) proportionately by two percent (2%) for each percentage point by
which the Company Total Stock Return exceeds the Benchmark Index Return
(including fractional percentages). In no event, however, shall the
Vesting Percentage exceed one hundred and fifty percent (150%).

• If the Company Total Stock Return is less than the Benchmark Index Return,
the Vesting Percentage will be decreased below one hundred percent
(100%) proportionately by two percent (2%) for each percentage point by
which the Company Total Stock Return is less than the Benchmark Index
Return (including fractional percentages), but if the Company Total Stock
Return is 25 or more points less than the Benchmark Index Return, the
Vesting Percentage will be zero percent (0%).

For the purposes of the Performance RSUs, "Company Total Stock Return" means the
percentage point increase or decrease in the average per share closing price for
TriCo common stock for the 30 trading day period ending on the Vesting Date
relative to the average per share closing price for the 30 trading day period
ending on the first day of the performance period, which is August 11, 2014. For
purposes of this definition, the average per share closing price is the average
daily closing price per share of the Company's common stock on the Nasdaq Stock
Market for all trading days falling within an applicable 30 trading day period,
and shall be adjusted to reflect an assumed reinvestment of all cash dividends
and other cash distributions (excluding share repurchases or redemptions) paid
to TriCo shareholders during the 30 trading day period ending on the first day
of the performance period and during the performance period.

For the purposes of Performance RSUs, the "Benchmark Index Return" is the
percentage point increase or decrease in the average per share closing price for
the KBW Regional Bank Index for the 30 trading day period ending on the Vesting
Date relative to the average per share closing price for the 30 trading day
period ending on the first day of the performance period, which is August 11,
2014. For purposes of this definition, the average per share closing price is
the average daily closing price of the KBW Regional Bank Index on the New York
Stock Exchange for all trading days falling within an applicable 30 trading day
period, and shall be adjusted to reflect an assumed reinvestment of all cash
dividends and other cash distributions (excluding share repurchases or
redemptions) paid to shareholders during the 30 trading day period ending on the
first day of the performance period and during the performance period.

In connection with making the awards of Performance RSUs, the Compensation
Committee adopted a form of Performance RSU award agreement, substantially in
the form set forth in Exhibit 10.3 to this report ("Performance RSU Agreement").
The vesting of Performance RSUs is generally subject to the Named Officer's
continued service with the Company through the Vesting Date. The Performance RSU
Agreement provides for acceleration of the Vesting Date if a Change in Control
(as defined in the Performance RSU Agreement) occurs and the Named Officer's
employment is terminated by the Company without "Cause" or by the Named Officer
for Good Reason (as each of "Cause" and "Good Reason" are defined in the
Performance RSU Agreement) within 12 months after the Change in Control, all on
certain terms and conditions as set forth in the Performance RSU Agreement. In
the event that a Change of Control pursuant to a definitive agreement occurs,
the Company Total Stock Return would be determined based on the price per share
of the Company's common stock to be paid to shareholders under the terms of that
agreement.

This description of the terms and conditions of the Performance RSU Agreement is
qualified in its entirety by reference to the form of Performance RSU Agreement
included as hereto as Exhibit 10.3 to this report.

Executive Bonus Agreement

On August 7, 2014, the Company entered into a Transaction Bonus Agreement with
its President and Chief Executive Officer, Richard P. Smith. Under the terms of
the Transaction Bonus Agreement, the Company will pay Mr. Smith a cash bonus in
the amount of $225,000 upon the completion of the Company's merger with North
Valley Bancorp (the "Merger"), subject to his continued employment as of that
date and provided that the Merger is completed no later than December 31, 2014.
In addition, the Company will pay Mr. Smith a performance cash bonus in the
amount of $225,000 on or before March 15, 2016 if the Company achieves
noninterest expense cost savings of $14,543,000 or more from the operation of
North Valley Bancorp's business on or before December 31, 2015. The Compensation
Committee has the discretion to include or exclude extraordinary cost items from
the computation of such cost savings and to adjust the cost savings target due
to changes in business conditions. This description of the terms and conditions
of the Transaction Bonus Agreement is qualified in its entirety by reference to
the actual form of Transaction Bonus Agreement attached as Exhibit 10.4 to this
report, which incorporated herein by this reference.